SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 14, 2002
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MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
MICHIGAN 33-37977 38-2726166
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(State or other jurisdiction of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
100 PROGRESS PLACE, MIDLAND, MICHIGAN 48640
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (989) 839-6000
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) PREVIOUS INDEPENDENT ACCOUNTANT:
The Audit Subcommittee of the Midland Cogeneration Venture Limited Partnership
("MCV") annually considers and recommends to the Management Committee its
selection of MCV's independent public accountants. As recommended by the MCV
Audit Subcommittee, on June 14, 2002, MCV's Management Committee decided to no
longer engage Arthur Andersen, LLP ("Arthur Andersen") as MCV's independent
public accountants and has appointed PricewaterhouseCoopers LLP to serve as
MCV's independent public accountants to audit MCV's financial statements at and
for the year ending December 31, 2002. Arthur Andersen previously had been
retained to review MCV's financial statements at and for the quarter ended March
31, 2002.
Arthur Andersen's report on MCV's consolidated financial statements for each of
the fiscal years ended December 31, 2001 and December 31, 2000 did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2001 and December 31, 2000, and
through the determined termination date hereof, there were no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused Arthur Andersen to make
reference to the subject matter in connection with its report on the Company's
consolidated financial statements for such years; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
MCV provided Arthur Andersen with a copy of the foregoing disclosures. Attached
as Exhibit 16.1 is a copy of Arthur Andersen's letter dated June 17, 2002,
stating its agreement with the statements made herein.
(B) NEW INDEPENDENT ACCOUNTANT:
On June 14, 2002, the MCV appointed PricewaterhouseCoopers LLP as its new
independent accountants effective for the second quarter 2002. During the two
most recent fiscal years and through June 14, 2002, the MCV has not consulted
with PricewaterhouseCoopers LLP regarding either the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the MCV's financial statements, and
neither report was provided to the MCV or oral advice was provided that
PricewaterhouseCoopers LLP concluded was an important factor considered by the
MCV in reaching a decision as to the accounting, auditing or financial reporting
issue as defined in Item 304(a)(2)(i) or (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS
(c) Exhibits
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated June 17, 2002, regarding change in
certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MIDLAND COGENERATION VENTURE
LIMITED PARTNERSHIP
Dated: June 17, 2002 By: James M. Rajewski
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James M. Rajewski
Chief Financial Officer, Vice President
and Controller
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated June 17, 2002, regarding change in
certifying accountant.
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EXHIBIT 16.1
Office of the Chief Accountant
Securities and Exchanges Commission
450 Fifth Street, N.W.
Washington, DC 20549
June 17, 2002
Dear Sir/Madam:
The representations made in this letter are based solely on discussions with and
representations from the engagement partner and manager on the audits of the
financial statements of this registrant for the two most recent fiscal years.
Those individuals are no longer with Arthur Andersen LLP. We have read paragraph
4(a) of Item 4 included in the Form 8-K dated June 17, 2002 of Midland
Cogeneration Venture Limited Partnership to be filed with the Securities and
Exchange Commission and have found no basis for disagreement with the statements
contained therein.
Very truly yours,
Arthur Andersen, LLP
cc: James Rajewski, Chief Financial Officer, Vice President and Controller
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